Common use of Registration Services Clause in Contracts

Registration Services. Pursuant to Section 2.1(a) of the Asset Purchase Agreement, Service Providers upon the filing of appropriate transfer agreements with the EPA and comparable international regulatory authorities will have sold to Buyers and Buyers will have purchased from Service Providers the Registrations and associated Registration Data. However, because the EPA and/or other Governmental Entities must record and/or approve such transfer of ownership, Service Providers will remain the owner of such Registrations and Registration Data until the recordation and approval of such transfers. In accordance with the foregoing, Service Providers shall provide to Buyers services relating to the transfer, maintenance and/or transition of the Registrations and Registration Data (the “Registration Services”). The Registration Services shall include (but are not be limited to) the following activities: • Service Providers shall assist and cooperate with Buyers in respect of the drafting and execution of transfer documentation necessary on forms promulgated by the EPA or any other applicable Governmental Entity for transferring the Registrations and/or the Registration Data to Buyers at EPA and/or in respect of any other Governmental Entity, including the identification of all relevant Registration Data and all other necessary information needed to transfer ownership of such Registrations in accordance with Applicable Laws including regulatory support in correspondence for conversions of federal and state registrations, supplemental registrations, outsourced product registration/supplemental registrations, contract fills and others as determined; (1) receipt of all Registration Data necessary for the completion of an EPA transfer agreement for the subject Registrations and Registration Data, (2) the approval of new labels required pursuant to the labeling issues identified in Section 3.17(d) of the Amendment to the Seller Disclosure Schedule dated September 2, 2010 and (3) the registration and approval for sale of such products in each of the states and other jurisdictions where such products have been historically sold, Buyers shall as promptly as practical file with the EPA such transfer agreement with respect to the transferred Registrations and Registration Data. Notwithstanding the foregoing, Buyer shall not seek transfer of Registration #9444-137 until the earlier of (i) FMC securing a “me-too” registration for ▇▇▇▇▇▇▇▇▇▇▇▇ # ▇▇▇▇-▇▇▇ or (ii) February 28, 2011; • In connection with the transfer to Buyers of EPA product registrations #9444-236 (formerly # 9444-175) “Country Vet 80”, #9444-237 (formerly # 9444-158) “CB Country Vet Purge 3” and # 9444-241 (formerly #9444-168) “Country Vet Fogger with IGR” (collectively, the “Transition Products”) by Waterbury under the Asset Purchase Agreement in accordance with the terms and conditions of this Agreement, Waterbury hereby assigns to Buyers all of its rights (the “FMC Rights”) with respect to the Transition Products under section 2(b)(2) of that certain Transition Services Agreement dated February 20, 2009 by and between Waterbury and FMC (the “FMC Rights Assignment”), until such time as Waterbury obtains new state registrations for the Transition Products (for each state, a “New Registration”), under their respective new registration numbers 9444-236, 9444-237 and 9444-241 (hereafter the “New Registration Numbers”), at which time the FMC Rights shall revert back to Waterbury in full; • In connection with the FMC Rights Assignment, Buyers appoint Waterbury as its agent and agrees to fully cooperate with Waterbury in transitioning the Transition Products registered in the various states under registrations # 9444-158, # 9444-168 and #9444-175 (collectively, the “Old Registration Numbers”) to their respective New Registration Numbers. Upon securing each New Registration for each Transition Product in each individual state, Buyers shall (i) discontinue use of the former Old Registration Number for each such Transition Product produced immediately after the New Registration takes effect in that state and (ii) label any Transition Product produced immediately after the New Registration takes effect in such state under its respective New Registration Number. Notwithstanding the preceding two sentences, if EPA approves the transfer of a Transition Product’s Registration to Buyers before Waterbury has completed the New Registration in any state, then for each such state, Buyers shall promptly apply for their own state registration number for such Transition Product and, immediately upon the approval of Buyers’ registration number, Buyers shall use such registration number for the sale of such Transition Product in such state in lieu of either the Old Registration Numbers or the New Registration Numbers; • Service Providers shall use commercially reasonable efforts to: (i) maintain the Registrations with the EPA; (ii) maintain the Registrations with any other Governmental Entities; and (iii) ensure that Service Providers remain current and comply in all material respects with all Applicable Laws during the Transition Period in respect of the Registrations and the Registration Data, including without limitation the payment of any maintenance or similar fees; • In connection with any Registration for which Service Provider is a supplemental registrant, Service Providers shall use commercially reasonable efforts to maintain such Registrations with the EPA, to conform the Registration to the requirements of the primary registrant, and to ensure that the labels used by the Service Provider conform at all times to the approved master labels used by such primary registrant and are otherwise in all material respects in compliance with Applicable Law; • Except with respect to any change, amendment or cancellation mandated by EPA or another Governmental Entity (a “Government Mandated Change”) or required pursuant to the immediately preceding bullet point, Service Providers shall not make any amendments, cancellations, modifications or changes to the Registrations or any labels or related materials without Buyers prior written consent, but in the event of any Government Mandated Change or other change required pursuant to the immediately preceding bullet point, Service Providers shall promptly provide notice to Buyers upon Service Providers’ receipt of such required change; • Service Providers also shall promptly provide notice to Buyers of any requests for Registration Data or other information associated with the Registrations or their active ingredients (including but not limited to, EPA data call-ins) received by Service Providers; • Upon request by Buyers, Service Providers shall submit to EPA and any other Governmental Entity notifications or amendments to modify the approved specifications and labeling for the Products as may be reasonably requested by Buyers from time to time during the Transition Period; • Upon request by Buyers, Service Providers shall promptly designate Buyers as their registration agent with EPA and/or any other Governmental Entity to facilitate the transfer, maintenance, and transition of the Registrations and allow Buyers to communicate directly with EPA and/or any other Governmental Entity regarding the Registrations; • Service Providers shall notify Buyers promptly of any communications from EPA or any other Governmental Entity regarding the Registrations; • Service Providers shall also cooperate and assist Buyers in obtaining the transfer of Registrations by providing access to any and all Registration Data submitted by Service Providers to EPA or any other Governmental Entity to support the Registrations, as necessary, for Buyers to rely on the Registration Data to obtain transfer and/or maintenance of the Registrations; • To the extent any Registrations are held by third parties on behalf of Service Providers, Service Providers shall promptly direct such third parties to take any action necessary to effectuate the transfers contemplated by the Registration Services; and • Service Providers shall, at its cost, identify all Registration Data necessary to support any and all claims made in any Registration and related labels and technical and marketing materials, provided that if after the date hereof: • any Registration is subject to an industry-wide EPA data call-in (i.e., pursuant to an EPA data call-in that is not solely directed to Service Providers), Buyers shall bear the costs of obtaining all such Registration Data necessary to respond to such industry-wide EPA data call-in; • any Registration has been identified as not having all necessary Registration Data to support any current claims made on or prior to the Closing Date with respect to such product, its related labels, and technical and marketing materials (A) by the consultant hired by Service Providers; (B) by Buyers or its consultants (acting in good faith); or (C) pursuant to an EPA data call-in or any other notice provided by applicable Governmental Entities specifically directed at Service Providers, Sellers shall pay the cost of obtaining all such Registration Data; and • any Registration has been identified as not having all necessary Registration Data to support any claims first made after the Closing Date (other than as a result of label changes pursuant to Section 3 of this Exhibit A-7) with respect to such product, its related labels, and technical and marketing materials by (A) the consultant hired by Service Providers or (B) pursuant to an EPA data call-in or any other notice provided by applicable Governmental Entities specifically directed at Service Providers, Buyers shall pay the cost of obtaining all such Registration Data.